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WCT Holdings Berhad (“WCT” or “THE COMPANY”)
SALE OF PROPERTIES TO A COMPANY RELATED TO A DIRECTOR OF THE COMPANY
BY JELAS PURI SDN BHD, AN INDIRECT 70% OWNED SUBSIDIARY OF WCT
1.
Introduction
The Board of Directors of the Company wishes to announce that Jelas Puri Sdn Bhd
(“JPSB”), a 70% owned subsidiary of WCT Land Sdn Bhd, which in turn is a wholly-owned
subsidiary of WCT has on 6 November 2014 entered into separate Sale and Purchase
Agreements (“SPAs) with Nelwood Sdn Bhd ("NSB"), a company related to Mr Taing Kim
Hwa, the Managing Director of the Company, (collectively "the Related Parties") in respect
of the sales of properties to NSB (the “Transaction”).
2.
Information on JPSB
JPSB is a private limited company incorporated in Malaysia under the Companies Act,
1965 on 17 March 2005. The current authorised share capital of JPSB is
RM160,000,000.00 comprising 160,000,000.00 ordinary shares of RM1.00 each of which
160,000,000 shares are issued and fully paid up. The principal activity of JPSB is property
investment, management and development.
3.
Information on the Related Parties
Mr Taing Kim Hwa (“TKH”), the Managing Director and a major shareholder of WCT, is a
director and a deemed major shareholder of Nelwood Sdn Bhd (“NSB”) through
Strangeway Sdn Bhd, which held 99.98% equity interest in NSB. TKH is also a Director of
JPSB.
4.
Details of the Transaction
NSB has on 6 November 2014 purchased the following properties from JPSB (“the
Properties”), the developer of the serviced apartment under the project “The Azure
Residences” at Paradigm, Petaling Jaya, Selangor Darul Ehsan at the following selling
price (net of early bird discount):
Description of the Properties
No.
Related Party
Company
Unit No.
Built Up Area
Selling Price
(RM)
1.
NSB
JPSB
A-15-9
1,809.21 sq ft
1,655,100.00
2.
NSB
JPSB
A-15-12
1,004.71 sq ft
917,100.00
2,572,200.00
Total :
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5.
Salient terms of the Transaction
The consideration for the Transaction shall be paid in the following manner:a) A payment equivalent to 10% of the respective Transaction shall be paid upon
execution of the SPA; and
b) The balance 90% of the respective Transaction shall be paid in accordance to the
SPA.
The SPAs are based on standard terms applicable to all purchasers and are not more
favourable than those generally offered to WCT Group’s other directors, employees and
customers.
6.
Rationale for the Transaction
The sale of Properties is in the ordinary course of business of JPSB. There is no liability to
be assumed arising from the Transaction.
7.
Basis of arriving at the Selling Price
The Selling Price of the Properties offered by JPSB to NSB is same as the selling price
offered to eligible employees of WCT and the general public with an early bird discount.
8.
Financial effects of the Transaction
8.1
Share capital and shareholdings of substantial shareholders
The Transaction will not have any effect on the issued and paid-up share capital
and substantial shareholders’ shareholdings of WCT.
8.2
Net Assets (“NA”) and NA per share
The Transaction is not expected to have any material effect on the NA and NA
per share of the WCT Group.
8.3
Earnings and Earnings per Share
The Transaction is not expected to have any material effect on the earnings and
earnings per share of the WCT Group.
8.4
Gearing
The Transaction is not expected to have any material impact on the gearing of the
WCT Group.
9.
Estimated Timeframe for Completion
The Transaction is expected to be completed by first quarter of 2016.
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10.
Approval Required
The Transaction is not subject to the approval of the shareholders of WCT or any
governmental or regulatory authorities.
11.
Total amount transacted by related parties
The transactions entered into between the company/persons connected to TKH and WCT
group of companies for the preceding 12 months, which has not been announced to Bursa
Malaysia Securities Berhad, are as set out in the table below:Description of the Properties
No. Related Parties
1.
Pilihan Mesra Sdn Bhd
(A company related to
TKH)
2.
TKH
Name of
Company in
WCT Group
Unit No.
Atlanta Villa
Sdn Bhd
(“AVSB”)
AVSB
Selling
Price
(RM)
Built Up/
Land Area
Lot 49
(Phase 1 Double Storey
Semi-Detached
of Laman
Greenville)
3,054.93 sq ft / 1,605,700.00
3,787.42 sq ft
Lot 50
3,065.69 sq ft / 1,235,000.00
3,119.95 sq ft
(Phase 1 Double Storey
Semi-Detached
of Laman
Greenville)
Total (collectively "TKH’s Transactions"):
12.
2,840,700.00
Highest Percentage Ratio
The highest percentage ratio applicable to the Transaction and TKH's Transactions
pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”) computed based on the audited financial
statements of WCT as at 31 December 2013 is 0.25%.
13.
Interests of Directors, Major Shareholders and Persons Connected with Them
Save for TKH and the Related Parties, none of the Directors or major shareholders of WCT
or persons connected with them have any interest, direct or indirect, in the Transaction.
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14.
Statements by the Board of Directors and the Audit Committee
The Board of Directors of WCT (with the exception of TKH who is interested in the
Transaction and TKH’s Transaction), having considered all aspects of the Transaction and
TKH's Transactions, is of the opinion that they are in the best interest of WCT Group.
Further, the Audit Committee, having considered all aspects of the Transaction and TKH's
Transactions, including the rationale, is of the opinion that they are:(a) in the best interest of WCT Group;
(b) fair, reasonable and on normal commercial terms; and
(c) not detrimental to the interest of the Company’s minority shareholders.
15.
Documents Available for Inspection
A copy each of the SPAs are available for inspection at the Company’s Registered Office
at No. 12, Jalan Majistret U1/26, Seksyen U1, Lot 44, Hicom-Glenmarie Industrial Park,
40150 Shah Alam, Selangor Darul Ehsan, Malaysia, during normal business hours from
Mondays to Fridays (except public holidays) for a period of one (1) month from the date of
this announcement.
This announcement is dated 6 November 2014.
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